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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999 Commission file number 000-26591
RGC RESOURCES, INC.
(successor to Roanoke Gas Company)
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(Exact name of registrant as specified in its charter)
Virginia 54-1909697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Kimball Avenue, N.E., Roanoke, VA 24016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 777-4427
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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OTC (Nasdaq
Common Stock, $5 Par Value National Market)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant as of November 29, 1999. $ 37,872,140.63
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at November 29, 1999
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COMMON STOCK, $5 PAR VALUE 1,836,225 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the RGC Resources, Inc. 1999 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof.
Portions of the RGC Resources, Inc. Proxy Statement for the 2000 Annual Meeting
of Shareholders are incorporated by reference into Part III hereof.
PART I
Item 1. Business.
Historical Development
RGC Resources, Inc. (the "Company" or "Resources") was initially
incorporated in Virginia on July 31, 1998 for the primary purpose
of becoming the holding company for Roanoke Gas Company ("Roanoke
Gas") and its former subsidiaries Bluefield Gas Company
("Bluefield" or "Bluefield Gas") and Diversified Energy Company
("Diversified"). Effective July 1, 1999, Roanoke Gas and its
subsidiaries were reorganized into a holding company structure
("Reorganization"). As a result of the Reorganization: (i)
Resources became a holding company owned by the former
shareholders of Roanoke Gas; (ii) Resources became the sole owner
of the stock of Roanoke Gas, Bluefield and Diversified; (iii)
Commonwealth Public Service Corporation, a former subsidiary of
Bluefield, merged its natural gas distribution business into
Roanoke Gas; (iv) Roanoke Gas and Bluefield continue to operate
in the natural gas distribution business as subsidiaries of
Resources; and (v) Diversified continues to carry on its
nonutility propane business as a subsidiary of Resources.
Roanoke Gas was organized as a public service corporation under
the laws of the Commonwealth of Virginia in 1912. The principal
service of Roanoke Gas was, and continues to be, the distribution
and sale of natural gas. Commencing in 1972, the distribution and
sale of propane gas was added to Roanoke Gas' line of business.
The propane business was transferred to Diversified in January
1979. Diversified, which is not a public utility, distributes and
sells propane in Southwestern Virginia and Southern West Virginia.
On May 15, 1987, Roanoke Gas, through a series of merger
transactions, acquired 100 percent of the outstanding stock of
Bluefield, a public service corporation, organized in 1944 under
the laws of the State of West Virginia and principally engaged in
the distribution of natural gas in Bluefield, West Virginia and
surrounding areas, and Gas Service, Inc. ("Gas Service"), a
nonpublic utility affiliate (through common directors and
shareholders) of Bluefield, which was engaged in the sale of
propane in southwestern Virginia and southern West Virginia. After
obtaining requisite shareholder approval and the approvals of the
Virginia State Corporation Commission ("Virginia Commission") and
the West Virginia Public Service Commission ("West Virginia
Commission"), Gas Service was merged into Diversified, and
Bluefield became a wholly-owned subsidiary of Roanoke Gas. Prior
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to the Reorganization, Bluefield owned all of the issued and
outstanding stock of Commonwealth, a small Virginia public service
corporation organized in 1930 as the subsidiary of a predecessor
corporation to Bluefield.
In March 1994, the Highland Gas Marketing division of Diversified
was established to broker natural gas to several industrial
transportation customers of Roanoke Gas and Bluefield Gas.
Services
Resources maintains an integrated natural gas distribution system.
Natural gas is purchased from suppliers and distributed to
residential, commercial and large industrial users through
underground mains and services. Approximately 90.2 percent of the
Company's customers are residential, approximately 9.7 percent are
small commercial users, and the remaining percentage is made up of
large industrial customers, who received approximately 29 percent
of the Company's total annual delivered volume in 1999 under the
Company's interruptible tariff and transportation gas services.
Resources' natural gas distribution business accounted for
approximately 85 percent of the total revenues generated by the
Company in fiscal 1999, and approximately 87 percent and
approximately 89 percent of the Company's total revenues in
fiscals 1998 and 1997, respectively. The Company's revenues are
affected by the cost of natural gas, economic conditions in the
areas that the Company serves, and weather conditions. Higher gas
costs, which the Company is generally able to pass through to
customers, may cause customers to conserve, or in the case of
industrial customers, to use alternative energy sources. In recent
years, regulatory changes at the federal level and ample supply in
the natural gas industry have led to a national spot market for
natural gas and an increase in the number of suppliers of natural
gas.
The Company's retail sales are seasonal and temperature-sensitive
as the majority of the gas sold by Resources is used for heating.
For the fiscal year ended September 30, 1999, more than 54
percent of the Company's total MCF of natural gas sales were made
in the four-month period of December through March. Retail gas
deliveries for fiscal 1999 were 10,318,043 MCF, as compared to
10,875,481 MCF and 10,804,045 MCF in fiscal years 1998 and 1997,
respectively. The Company's actual heating degree days in fiscal
1999 were approximately 88 percent of normal, as compared with
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approximately 96 percent of normal in fiscal 1998, and
approximately 102 percent of normal in fiscal 1997.
Suppliers
Effective November 1, 1993, the natural gas transportation
pipelines supplying the Company, including Columbia Gas
Transmission Corporation and Columbia Gulf Transmission
Corporation (together "Columbia"), and East Tennessee Natural Gas
Company and Tennessee Gas Pipeline (together "East Tennessee"),
have operated under Federal Energy Regulatory Commission ("FERC")
Order 636. Order 636 was the start of a new era in the natural gas
industry when the responsibility of gas supply procurement and
management was shifted from the pipeline companies to the local
distribution companies and to other "shippers" of natural gas.
The cornerstone of Order 636 was the "unbundling" of pipeline
services to provide a number of choices to shippers. The pipelines
retained the responsibility of transporting contracted firm
volumes for their shippers but are no longer responsible for
obtaining the natural gas supplies. The Company now chooses who it
buys its gas from, how much storage gas to purchase, how much
transportation capacity to keep and how much to release. The
Company constantly monitors its gas requirements to minimize
exposure to pipeline penalties for insufficient supplies or
excessive gas injections. The Company's "shipper" responsibilities
bring increased scrutiny from the state commissions as they
monitor the Company's gas purchasing practices to assure that a
"least cost with adequate reliability" policy is followed.
Accordingly, the Company has worked diligently to ensure that its
customers will have an economical and reliable gas supply.
Management believes the relationships the Company has built with
its suppliers as it constructed a supply portfolio will allow it
to continue to attain this goal.
The post Order 636 function of the pipelines is simply to
transport natural gas volumes for their shippers in a safe and
efficient manner. The pipelines issue restrictions on secondary
receipt and delivery points during periods of heavy demand that
may affect the gas supply economics. The pipelines retained the
responsibilities for transportation, title tracking, and
measurement of natural gas deliveries.
The Company currently uses long-term (multi-year), mid-term
(seasonal) and short-term (spot) gas purchases to meet its system
requirements. The Company has entered into, or is in the process
of entering into, long-term and mid-term firm supply agreements to
cover the majority of its firm demand. Long-term and mid-term
suppliers currently include Columbia Energy Services, Cabot Oil
and Gas, Coral
5
Energy, Engage Energy, PG&E Energy Trading and Southern Company
Energy Marketing.
The Company's firm supply agreements will supply the total system
requirements at varying prices during the period October 1, 1999
through September 30, 2000. Both Roanoke Gas and Bluefield
participate in pilot gas hedging programs approved by their
respective public utility commissions which are intended to help
protect against supply related price volatility adversely
impacting customer billing rates. Under the pilot programs, gas
cost hedges may be employed for up to 50% of normal winter demand
not supplied from storage. Under the pilot programs, the Company
has entered into options to purchase approximately 690,000
dekatherms of natural gas during fiscal 2000. All costs and
benefits of the Company's natural gas hedging programs are
reflected in cost of gas and recovered through customer billing
rates.
With the growth of the spot gas market, gas prices have developed
a pronounced seasonal pattern, with summer to winter price swings
of 100 percent or more. The Company tries to take advantage of
this opportunity by injecting lower-priced summer gas into its
liquefied natural gas storage facility, which is capable of
storing up to 220,000 DTH for use during peak winter periods. In
addition, the Company has contracted for storage reserves from
Columbia, Tennessee Gas pipeline and Virginia Gas Storage Company,
with a combined total of 2,738,631 DTH of underground storage
capacity for Roanoke and Bluefield. These reserves were available
for summer 1999 storage injections using spot market supply. This
storage capacity provides supply security with reduced exposure to
potential supply interruptions. It also offers the Company the
flexibility to balance supply with its highly variable,
weather-sensitive customer consumption patterns. In addition, the
Company has entered into an asset management agreement with PG&E
Energy Trading to further minimize the cost of firm service to its
customers by reselling pipeline capacity not needed during the
warmer months.
Columbia continues to be the Company's primary transporter of
natural gas. Columbia historically has delivered approximately
two-thirds of Roanoke Gas' gas supply and 100 percent of
Bluefield's gas supply. The Company has completed construction on
a pipeline which delivers Bluefield approximatley 25% of its
annual gas supply. Columbia presently delivers approximately 75%
of Bluefield's annual supply. East Tennessee continues to be the
Company's other major source of transportation services.
Historically, East Tennessee has delivered approximately
one-third of the Company's natural gas supply to the Roanoke
location. The rates paid for natural gas transportation and
storage services purchased from Columbia and East Tennessee are
established by tariffs approved by FERC. These tariffs contain
flexible pricing provisions, which, in some instances, authorize
these suppliers to reduce rates and charges to meet price
competition.
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Having two major pipeline transporters, a shaving facility and a
number of underground storage options, the Company believes that
it is well positioned to provide adequate gas supply for future
customer growth. As a means to more fully utilize pipeline
capacity and further lower costs to its customers, Roanoke Gas
and Bluefield Gas have entered into asset management agreements.
Effective November 1, 1999, PG&E Energy Trading, the asset
manager, will manage nomination, confirmation and scheduling of
all existing supply and storage contracts as well as supply any
additional natural gas requirements.
The Company believes that Order 636 provides regulatory
stability. Additionally, the increased opportunities available in
a deregulated natural gas supply environment may result in
additional market forces that establish gas prices and help keep
them more consistent and competitive.
Diversified has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At September
30, 1999, Diversified has contracts with eight propane suppliers
for the purchase of up to 7,957,225 gallons of propane at varying
prices per gallon during the period October 1, 1999 through
September 30, 2000. Management believes these storage and purchase
contracts will help alleviate the effects of wholesale price
swings during peak sales months and provide added supply security.
Diversified has also entered into options to purchase
approximately 1.2 million gallons of propane during fiscal 2000.
In addition to storage contracts, Diversified has 12 storage
facilities, providing a combined total storage of 504,000 gallons.
Management believes its propane supply strategies have positioned
Diversified to provide an adequate propane supply to current
customers and allow for future customer growth.
Competition
Resources competes with other energy sources such as fuel oil,
electricity and coal. Competition is intense among the competing
energy sources and is based primarily on price. This is
particularly true for industrial applications where sales are at
risk to price competition in markets which may swing to residual
and other fuel oils.
Roanoke Gas currently holds the only franchises and/or
certificates of public convenience and necessity to distribute
natural gas in it's Virginia service areas. The franchises
generally extend for multi-year periods and are renewable by the
municipalities. Certificates of public convenience and necessity,
which are issued by the Virginia Commission, are of perpetual
duration, subject to compliance with regulatory standards.
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Bluefield Gas holds the only franchise to distribute natural gas
in its West Virginia service area. Its franchise extends for a
period of 30 years from August 23, 1979.
Management anticipates that the Company will be able to renew all
of its franchises when they expire. There can be no assurance,
however, that a given jurisdiction will not refuse to renew a
franchise or will not, in connection with the renewal of a
franchise, impose certain restrictions or conditions that could
adversely affect the Company's business operations or financial
condition.
Regulation
Roanoke Gas and Bluefield are subject to regulation at federal
and state levels. Federally, the interstate gas transmission
between Bluefield and Roanoke Gas in Bluefield, Virginia is
regulated by FERC. At the state level, the Virginia and West
Virginia Commissions regulate Roanoke Gas and Bluefield,
respectively. Such regulation includes the prescription of rates
and charges at which natural gas is sold to customers, the
approval of agreements between or among affiliated companies
involving the provision of goods and services, pipeline safety,
and certain corporate activities of the Company, including
mergers, acquisitions and the issuance of securities. Both state
Commissions also grant certificates of public convenience and
necessity to distribute natural gas in their respective states.
Roanoke Gas and Bluefield are further regulated by the
municipalities and localities which grant franchises for the
placement of gas distribution pipelines and the operation of a gas
distribution network.
Both Roanoke Gas and Bluefield Gas operated manufactured gas
plants (MGPs) as a source of fuel for lighting and heating until
the early 1950's. A by-product of operating MGPs was coal tar, and
the potential exists for on-site tar waste contaminants at former
plant sites. The extent of contaminants at these sites, if any, is
unknown at this time. An analysis at the Bluefield site indicates
some soil contamination. The Company, with concurrence of legal
counsel, does not believe any events have occurred requiring
regulatory reporting. Further, the Company has not received any
notices of violation or liabilities associated with environmental
regulations related to the MGP sites and is not aware of any
off-site contamination or pollution as a result of prior
operations. Therefore, the Company has no plans for subsurface
remediation at the MGP sites. Should the Company eventually be
required to remediate either site, the Company will pursue all
prudent and reasonable means to recover any related costs,
including insurance claims and regulatory approval for rate
8
case recognition of expenses associated with any work required. A
stipulated rate case agreement between the Company and the West
Virginia Public Service Commission recognized the Company's right
to defer MGP clean-up costs at the Bluefield site, should any be
incurred, and to seek rate relief for such costs. If the Company
eventually incurs costs associated with a required clean-up of
either MGP site, the Company anticipates recording a regulatory
asset for such clean-up costs to be recovered in future rates.
Based on anticipated regulatory actions and current practices,
management believes that any costs incurred related to this matter
will not have a material effect on the Company's consolidated
financial condition or results of operations.
Employees
At September 30, 1999, Resources had 163 full-time employees. As
of that date, approximately 28 percent of the Company's full-time
employees belonged to the Oil, Chemical and Atomic Workers
International Union, AFL-CIO Local No. 3-515, which has entered
into a collective bargaining agreement with Resources. The union
has been in place at the Company since 1952. A new collective
bargaining agreement became effective on August 1, 1998. That
agreement will expire on July 31, 2000. Resources considers its
employee relations to be satisfactory.
Forward-Looking Statements
From time to time, Resources may publish forward-looking
statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new
products, research and development activities and similar matters.
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, the Company notes that a
variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking
statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's
business include the following: (i) frozen rates in both regulated
jurisdictions; (ii) earning on a consistent basis an adequate
return on invested capital; (iii) increasing expenses and labor
costs and availability; (iv) price competition from alternate
fuels; (v) volatility in the price of natural gas and propane;
(vi) uncertainty in the projected rate of growth of natural gas
and propane requirements in the Company's service area; (vii)
general economic conditions both locally and nationally; and
(viii) developments in electricity and natural gas deregulation
and associated industry restructuring. In addition, the Company's
business is seasonal in character and strongly influenced by
weather conditions. Extreme changes in winter heating
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degree days from the normal or mean can have significant
short-term impacts on revenues and gross margin.
Item 2. Properties.
Roanoke Gas owns and operates five metering stations through which
it measures and regulates the gas being delivered by its
suppliers. The location and physical description of the properties
are as follows:
Plantation Station - Parcel on Virginia Highway #601 near point
of intersection of Hershberger Road (Rt. 623) and Rt. 601 - 1.590
acres.
J. M. Mason Station - S/E corner of Lakeside Circle and east of
Lot #4 of Mill Road subdivision just east of Kessler Mill Road -
.842 acres.
Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
Lynnson Drive - 111 acres.
Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile
south of Rt. 220 - 255 acres.
Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93
acres.
The network of distribution lines includes the cities of Roanoke
and Salem, the Town of Vinton, and the counties of Roanoke,
Montgomery, Botetourt and Bedford. These distribution lines are
used to interconnect metering stations and supply and storage
facilities with customers.
Located in Botetourt County is a liquefied natural gas storage
facility which has the capacity to hold 220,000 DTH of natural
gas. The County issued Industrial Revenue Bonds to finance this
facility. Roanoke Gas had a twenty-year lease on the facility with
the option to purchase for a nominal amount. The lease expired May
1, 1991, and the facility was purchased by Roanoke Gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on an
irregularly shaped parcel of land running from H. L. Lawson and
Son, Inc. south to Norfolk Southern Computer Center fronting on
Kimball Avenue to the west to the Norfolk Southern Railway yard.
The land area is 8.3 acres.
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Bluefield's main corporate office and warehouse is located on
2.175 acres at 4699 East Cumberland Road and consists of a
one-story metal building with brick front. Bluefield owns a lot at
800 Pulaski Street, Bluefield, West Virginia. In addition,
Bluefield owns two lots in the City of Bluefield, West Virginia,
comprising approximately 1.23 acres, upon which its high pressure
regulator stations are located.
In West Virginia, Diversified owns an office, loading platform,
garage and storage tank facility in Rainelle. The storage facility
consists of two 18,000-gallon tanks, pumps and related equipment.
A 30,000 gallon storage facility is also located in Ansted.
Another storage facility, comprising two 30,000 gallon tanks, one
18,000-gallon tank, pumps and related equipment, is located on
Bluefield Gas Company's property at 800 Pulaski Street, Bluefield,
West Virginia. A storage facility in Beckley, West Virginia,
comprising one 30,000 gallon tank, is expected to be completed
during the first quarter of fiscal 2000.
In Virginia, Diversified owns and operates nine storage
facilities. The location and storage capacities at each facility
is as follows:
Thirlane Road, N.W., Roanoke--two 30,000 gallon tanks.
Fort Chiswell, Virginia--two 30,000 gallon tanks.
Consolidated Glass in Galax, Virginia--one 30,000 gallon tank.
Craig County, Virginia, near the town of New Castle--one 30,000
gallon tank.
Floyd County, Virginia--one 30,000 gallon tank.
Virginia Forging in Botetourt County, near the town of
Buchanan--one 30,000 gallon tank.
Golden West Foods in the City of Bedford--one 30,000 gallon tank.
City of Buena Vista--two 30,000 gallon tanks.
Alleghany County, near the town of Low Moor--one 30,000 gallon
tank.
A 30,000 gallon tank storage facility in Weyers Cave is expected
to be completed during the first quarter of fiscal 2000.
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Resources considers present properties adequate. The Company
intends to construct additional distribution lines as communities
develop.
Item 3. Legal Proceedings.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended September 30, 1999.
Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an unnumbered Item in Part I of this report in
lieu of being included in the Proxy Statement for the Annual
Meeting of Stockholders to be held on January 24, 2000.
The names, ages and positions of all of the executive officers of
RGC Resources, Inc. as of September 30, 1999, are listed below
with their business experience for the past five years. Officers
are appointed annually by the Board of Directors at the meeting of
directors immediately following the Annual Meeting of
Stockholders. There are no family relationships among these
officers, nor any agreement or understanding between any officer
and any other person pursuant to which the officer was selected.
Previous and present duties and responsibilities:
Position and Business
Name and Age Experience for Past Five Years
John B. Williamson, III, 45 July 1999 to present President and CEO
February 1998 to July 1999 President & CEO -
Roanoke Gas
January 1993 to January 1998 Vice President- Rates
and Finance - Roanoke Gas
April 1992 to January 1993 Director of Rates and Finance
- Roanoke Gas
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Roger L. Baumgardner, 57 July 1999 to present Vice President, Secretary &
Treasurer
January 1986 to July 1999 Vice President, Secretary and
Treasurer - Roanoke Gas
Howard T. Lyon, 38 July 1999 to present Controller and Assistant
Treasurer
January 1994 to July 1999 Controller - Roanoke Gas
Dale P. Moore, 44 July 1999 to present Assistant Vice President and
Assistant Secretary
May 1998 to July 1999 Director of Rates, Regulatory
Affairs and Financial Planning
- Roanoke Gas
May 1994 to May 1998 Senior Rate Analyst-
American Electric Power/VA
13
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The information set forth under the caption "Market Price and
Dividend Information" in the 1999 Annual Report to
Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected
Financial Data" in the 1999 Annual Report to Shareholders is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the 1999 Annual Report to Shareholders is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements of the
registrant and the Independent Auditors' Report set forth in
the 1999 Annual Report to Shareholders are incorporated herein
by reference:
1. Independent Auditors' Reports
2. Consolidated Balance Sheets as of September 30, 1999
and 1998
3. Consolidated Statements of Earnings for the Years Ended
September 30, 1999, 1998 and 1997
4. Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 1999, 1998 and 1997
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5. Consolidated Statements of Cash Flows for the years
ended September 30, 1999, 1998 and 1997
6. Notes to Consolidated Financial Statements for the
years ended September 30, 1999, 1998 and 1997
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
For information with respect to the executive officers of
the registrant, see "Executive Officers of the Registrant"
at the end of Part I of this report. For information with
respect to the Directors of the registrant, see "Election of
Directors of Resources" in the Proxy Statement for the 2000
Annual Meeting of Shareholders of Resources, which
information is incorporated herein by reference. The
information with respect to compliance with Section 16(a) of
the Exchange Act, which is set forth under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in
the Proxy Statement for the 2000 Annual Meeting of
Shareholders of Resources, is incorporated herein by
reference.
Item 11. Executive Compensation.
The information set forth under the captions "Executive
Compensation," "Report of the Compensation Committee of the
Board of Directors," "Compensation Committee Interlocks and
Insider Participation" and "Performance Graph" in the Proxy
Statement for the 2000 Annual Meeting of Shareholders of
Resources, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information pertaining to shareholders beneficially owning
more than five percent of the registrant's common stock and
the security ownership of management, which is set forth under
the captions "The Annual Shareholders Meeting" and "Security
Ownership of Management" in the Proxy Statement for
15
the 2000 Annual Meeting of Shareholders of Resources, is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information with respect to certain transactions with
management of the registrant, which is set forth under the
caption "Transactions with Management" in the Proxy Statement
for the 2000 Annual Meeting of Shareholders of Resources, is
incorporated herein by reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of documents filed as part of this report:
1. Financial statements:
All financial statements of the registrant as set
forth under Item 8 of this Report on Form 10-K.
2. Financial statement schedules:
All schedules are omitted, as the required
information is inapplicable or the information is
presented in the consolidated financial statements or
related notes thereto.
3. Exhibits to this Form 10-K are as follows:
Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2
to Form 8-K filed on July 2, 1999)
3(a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed
with the Commission on November 13, 1998, and amended
by Amendment No. 5, filed with the Commission on
January 28, 1999.)
3(b) Bylaws of RGC Resources, Inc. (incorporated herein
by reference to Exhibit 3(b) of Registration Statement
No. 33-67311, on Form S-4, filed with the Commission on
November 13, 1998, and amended by Amendment No. 5,
filed with the Commission on January 28, 1999.)
4(a) Specimen copy of certificate for RGC Resources,
Inc. common stock, $5.00 par value (incorporated herein
by reference to Exhibit 3(b) of Registration Statement
No. 33-67311, on Form S-4, filed with the Commission on
November 13, 1998, and
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amended by Amendment No. 5, filed with the Commission
on January 28, 1999.)
4(b) Article I of the Bylaws of RGC Resources (included
in Exhibit 3(b) hereto)
4(c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference to
Exhibit 4(c) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991)
10(a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(a) of the Annual Report on Form
10-K for the fiscal year ended September 30, 1994)
10(b) Interruptible Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company
dated July 1, 1991 (incorporated herein by reference to
Exhibit 10(b) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
October 25, 1994 (incorporated herein by reference to
Exhibit 10(c) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 30, 1993 (incorporated herein by reference to
Exhibit 10(d) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(e) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
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10(f) FTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(f) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(g) SST Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(g) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(h) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(i) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(i) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(j) ITS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(j) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(k) Gas Transportation Agreement, for use under FT-A
rate schedule, between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(k) of
the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10(l) Gas Transportation Agreement, for use under IT rate
schedule, between Tennessee Gas Pipeline Company and
Roanoke Gas Company dated September 1, 1993
(incorporated herein by reference to Exhibit 10(l) of
the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
19
10(m) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek II between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated November
1, 1993 (incorporated herein by reference to Exhibit
10(m) of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1994)
10(n) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek I between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
September 1, 1993 (incorporated herein by reference to
Exhibit 10(n) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(o) Certificate of Public Convenience and Necessity for
Bedford County dated February 21, 1966 (incorporated
herein by reference to Exhibit 10(o) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(p) Certificate of Public Convenience and Necessity for
Roanoke County dated October 19, 1965 (incorporated
herein by reference to Exhibit 10(p) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(q) Certificate of Public Convenience and Necessity for
Botetourt County dated August 30, 1966 (incorporated
herein by reference to Exhibit 10(q) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated
herein by reference to Exhibit 10(r) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
20
10(s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated
herein by reference to Exhibit 10(s) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated
herein by reference to Exhibit 10(t) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(u) Ordinance of the Town of Bluefield, Virginia dated
August 25, 1986 (incorporated herein by reference to
Exhibit 10(u) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(v) Ordinance of the City of Bluefield, West Virginia
dated as of August 23, 1979 (incorporated herein by
reference to Exhibit 10(v) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10(w) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970 (incorporated
herein by reference to Exhibit 10(f) of Registration
Statement No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10(x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to Exhibit 10(g) of
Registration Statement No. 33-11383, on Form S-4, filed
with the Commission on January 16, 1987)
10(y)* Consulting Agreement between Albert W. Buckley and
Roanoke Gas Company dated February 20, 1992
(incorporated herein by
21
reference to Exhibit 10(b)(b) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1992)
10(z)* Consulting Contract between A. Anson Jamison and
Roanoke Gas Company dated March 27, 1990 (incorporated
herein by reference to Exhibit 10(c)(c) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(a)(a) Contract between Roanoke Gas Company and
Diversified Energy Services, Inc. dated December 18,
1978 (incorporated herein by reference to Exhibit
10(e)(e) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(b)(b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation dated
January 1, 1981 (incorporated herein by reference to
Exhibit 10(f)(f) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10(c)(c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6, 1972
(incorporated herein by reference to Exhibit 10(g)(g)
of Registration Statement No. 33-36605, on Form S-2,
filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission
on September 19, 1990)
10(d)(d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25, 1991
(incorporated herein by reference to Exhibit 10(h)(h)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1991)
10(e)(e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to Exhibit 10(I)(I)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1991)
22
10(f)(f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas Pipeline
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(k)(k)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10(g)(g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(l)(l) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(h)(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(m)(m) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(i)(i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(n)(n) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(j)(j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(o)(o) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(k)(k) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1994)
10(l)(l)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on
July 2, 1999.)
23
10(m)(m)* RGC Resources, Inc. Stock Bonus Plan
10(n)(n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated July 2,
1996 (incorporated herein by reference to Exhibit
10(n)(n) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(o)(o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated July 9,
1996 (incorporated herein by reference to Exhibit
10(o)(o) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(p)(p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated July
12, 1996 (incorporated herein by reference to Exhibit
10(p)(p) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(q)(q)* Consulting Agreement between W. Bolling Izard
and Roanoke Gas Company dated January 27, 1997
10(r)(r)* RGC Resources, Inc. Restricted Stock Plan for
Outside Directors
10(s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural Gas
Company and Roanoke Gas Company
10(t)(t) SST Service Agreement effective November 1,
1997, between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10(u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10(v)(v) FTS Precedent Agreement effective August 7,
1997, between Columbia Gas Transmission Corporation and
Roanoke Gas Company
24
10(w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company and
Roanoke Gas Company
10(x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company and
Bluefield Gas Company
10(y)(y) Firm Transportation Agreement effective
December 31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10(z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr. and
Roanoke Gas Company
10(a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and Roanoke
Gas Company
10(b)(b)(b) Master Firm Purchase/Sale Agreement effective
November 1, 1999, between PG&E Energy Trading - Gas
Corporation and Bluefield Gas Company
10(c)(c)(c) First Amendment to the Master Firm
Purchase/Sale Agreement effective November 1, 1999, by
and between Bluefield Gas Company and PG&E Energy
Trading - Gas Corporation
10(d)(d)(d) Master Firm Purchase/Sale Agreement effective
March 1, 1999, between PG&E Energy Trading - Gas
Corporation and Roanoke Gas Company
10(e)(e)(e) First Amendment to the Master Firm
Purchase/Sale Agreement effective October 20, 1999 by
and between Roanoke Gas Company and PG&E Energy Trading
- Gas Corporation
13 1999 Annual Report to Shareholders (such report, except
to the extent incorporated herein by reference, is
being furnished for the information of the Commission
only and is not to be deemed filed as part of this
Annual Report on Form 10-K)
21 Subsidiaries of the Company
25
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of KPMG LLP
27 Financial Data Schedule
* Management contract or compensatory plan or agreement
required to be filed as an Exhibit to this Form 10-K
pursuant to Item 14(c).
(b) Reports on Form 8-K:
None.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
RGC RESOURCES, INC.
By: s/Roger L. Baumgardner December 15, 1999
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
27
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
s/John B. Williamson, III December 15, 1999 President, Chief Executive Officer
John B. Williamson, III Date and Director
s/Roger L. Baumgardner December 15, 1999 Vice President, Secretary and
Roger L. Baumgardner Date Treasurer (Principal Accounting
Officer)
s/Lynn D. Avis December 15, 1999 Director
Lynn D. Avis Date
s/Abney S. Boxley, III December 15, 1999 Director
Abney S. Boxley, III Date
s/Frank T. Ellett December 15, 1999 Director
Frank T. Ellett Date
s/Frank A. Farmer, Jr. December 15, 1999 Chairman of the Board, Director
Frank A. Farmer, Jr. Date
s/Wilbur L. Hazlegrove December 15, 1999 Director
Wilbur L. Hazlegrove Date
s/J. Allen Layman December 15, 1999 Director
J. Allen Layman Date
s/Thomas L. Robertson December 15, 1999 Director
Thomas L. Robertson Date
s/S. Frank Smith December 15, 1999 Director
S. Frank Smith Date
28
EXHIBIT INDEX
Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger and
Reorganization (incorporated by reference to Exhibit 2
to Form 8-K filed on July 2, 1999)
3(a) Articles of Incorporation of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(a) of
Registration Statement No. 33-67311, on Form S-4, filed
with the Commission on November 13, 1998, and amended
by Amendment No. 5, filed with the Commission on
January 28, 1999.)
3(b) Bylaws of RGC Resources, Inc. (incorporated herein
by reference to Exhibit 3(b) of Registration Statement
No. 33-67311, on Form S-4, filed with the Commission on
November 13, 1998, and amended by Amendment No. 5,
filed with the Commission on January 28, 1999.)
4(a) Specimen copy of certificate for RGC Resources, Inc.
common stock, $5.00 par value (incorporated herein by
reference to Exhibit 3(b) of Registration Statement No.
33-67311, on Form S-4, filed with the Commission on
November 13, 1998, and amended by Amendment No. 5,
filed with the Commission on January 28, 1999.)
4(b) Article I of the Bylaws of RGC Resources (included
in Exhibit 3(b) hereto)
4(c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference to
Exhibit 4(c) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991)
10(a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(a) of the Annual Report on Form
10-K for the fiscal year ended September 30, 1994)
10(b) Interruptible Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas Company
dated July 1, 1991 (incorporated herein by reference to
Exhibit 10(b) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
October 25, 1994 (incorporated herein by reference to
Exhibit 10(c) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 30, 1993 (incorporated herein by reference to
Exhibit 10(d) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(e) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(f) FTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(f) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(g) SST Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(g) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(h) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(i) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(i) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(j) ITS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(j) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(k) Gas Transportation Agreement, for use under FT-A
rate schedule, between Tennessee Gas Pipeline Company
and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(k) of
the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10(l) Gas Transportation Agreement, for use under IT rate
schedule, between Tennessee Gas Pipeline Company and
Roanoke Gas Company dated September 1, 1993
(incorporated herein by reference to Exhibit 10(l) of
the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10(m) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek II between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated November
1, 1993 (incorporated herein by reference to Exhibit
10(m) of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1994)
10(n) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek I between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
September 1, 1993 (incorporated herein by reference to
Exhibit 10(n) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10(o) Certificate of Public Convenience and Necessity for
Bedford County dated February 21, 1966 (incorporated
herein by reference to Exhibit 10(o) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(p) Certificate of Public Convenience and Necessity for
Roanoke County dated October 19, 1965 (incorporated
herein by reference to Exhibit 10(p) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(q) Certificate of Public Convenience and Necessity for
Botetourt County dated August 30, 1966 (incorporated
herein by reference to Exhibit 10(q) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(r) Certificate of Public Convenience and Necessity for
Montgomery County dated July 8, 1985 (incorporated
herein by reference to Exhibit 10(r) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(s) Certificate of Public Convenience and Necessity for
Tazewell County dated March 25, 1968 (incorporated
herein by reference to Exhibit 10(s) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(t) Certificate of Public Convenience and Necessity for
Franklin County dated September 8, 1964 (incorporated
herein by reference to Exhibit 10(t) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(u) Ordinance of the Town of Bluefield, Virginia dated
August 25, 1986 (incorporated herein by reference to
Exhibit 10(u) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(v) Ordinance of the City of Bluefield, West Virginia
dated as of August 23, 1979 (incorporated herein by
reference to Exhibit 10(v) of Registration Statement
No. 33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10(w) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970 (incorporated
herein by reference to Exhibit 10(f) of Registration
Statement No. 33-11383, on Form S-4, filed with the
Commission on January 16, 1987)
10(x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to Exhibit 10(g) of
Registration Statement No. 33-11383, on Form S-4, filed
with the Commission on January 16, 1987)
10(y)* Consulting Agreement between Albert W. Buckley and
Roanoke Gas Company dated February 20, 1992
(incorporated herein by reference to Exhibit 10(b)(b)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1992)
10(z)* Consulting Contract between A. Anson Jamison and
Roanoke Gas Company dated March 27, 1990 (incorporated
herein by reference to Exhibit 10(c)(c) of Registration
Statement No. 33-36605, on Form S-2, filed with the
Commission on August 29, 1990, and amended by Amendment
No. 1, filed with the Commission on September 19, 1990)
10(a)(a) Contract between Roanoke Gas Company and
Diversified Energy Services, Inc. dated December 18,
1978 (incorporated herein by reference to Exhibit
10(e)(e) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29, 1990,
and amended by Amendment No. 1, filed with the
Commission on September 19, 1990)
10(b)(b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation dated
January 1, 1981 (incorporated herein by reference to
Exhibit 10(f)(f) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission on
August 29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10(c)(c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6, 1972
(incorporated herein by reference to Exhibit 10(g)(g)
of Registration Statement No. 33-36605, on Form S-2,
filed with the Commission on August 29, 1990, and
amended by Amendment No. 1, filed with the Commission
on September 19, 1990)
10(d)(d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25, 1991
(incorporated herein by reference to Exhibit 10(h)(h)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1991)
10(e)(e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to Exhibit 10(I)(I)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1991)
10(f)(f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas Pipeline
Company and Roanoke Gas Company dated November 1, 1993
(incorporated herein by reference to Exhibit 10(k)(k)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10(g)(g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(l)(l) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(h)(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(m)(m) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(i)(i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(n)(n) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(j)(j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(o)(o) of the Annual Report on
Form 10-K for the fiscal year ended September 30, 1994)
10(k)(k) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Bluefield Gas Company dated
November 1, 1993 (incorporated herein by reference to
Exhibit 10(p)(p) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1994)
10(l)(l)* RGC Resources Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 4(c) of
Registration Statement No. 333-02455, Post Effective
Amendment on Form S-8, filed with the Commission on
July 2, 1999.)
10(m)(m)* RGC Resources, Inc. Stock Bonus Plan
10(n)(n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated July 2,
1996 (incorporated herein by reference to Exhibit
10(n)(n) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(o)(o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated July 9,
1996 (incorporated herein by reference to Exhibit
10(o)(o) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(p)(p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated July
12, 1996 (incorporated herein by reference to Exhibit
10(p)(p) of Annual Report on Form 10-K for the fiscal
year ended September 30, 1996)
10(q)(q)* Consulting Agreement between W. Bolling Izard
and Roanoke Gas Company dated January 27, 1997
10(r)(r)* RGC Resources, Inc. Restricted Stock Plan for
Outside Directors
10(s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural Gas
Company and Roanoke Gas Company
10(t)(t) SST Service Agreement effective November 1,
1997, between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10(u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10(v)(v) FTS Precedent Agreement effective August 7,
1997, between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10(w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company and
Roanoke Gas Company
10(x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company and
Bluefield Gas Company
10(y)(y) Firm Transportation Agreement effective
December 31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10(z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr. and
Roanoke Gas Company
10(a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and Roanoke
Gas Company
10(b)(b)(b) Master Firm Purchase/Sale Agreement effective
November 1, 1999, between PG&E Energy Trading - Gas
Corporation and Bluefield Gas Company
10(c)(c)(c) First Amendment to the Master Firm
Purchase/Sale Agreement effective November 1, 1999, by
and between Bluefield Gas Company and PG&E Energy
Trading - Gas Corporation
10(d)(d)(d) Master Firm Purchase/Sale Agreement effective
March 1, 1999, between PG&E Energy Trading - Gas
Corporation and Roanoke Gas Company
10(e)(e)(e) First Amendment to the Master Firm
Purchase/Sale Agreement effective October 20, 1999 by
and between Roanoke Gas Company and PG&E Energy Trading
- Gas Corporation
13 1999 Annual Report to Shareholders (such report, except
to the extent incorporated herein by reference, is
being furnished for the information of the Commission
only and is not to be deemed filed as part of this
Annual Report on Form 10-K)
21 Subsidiaries of the Company
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of KPMG LLP
27 Financial Data Schedule
* Management contract or compensatory plan or agreement
required to be filed as an Exhibit to this Form 10-K
pursuant to Item 14(c).